United States District Court, E.D. Virginia, Norfolk Division
S. DAVIS UNITED STATES DISTRICT JUDGE
matter is before the Court on a motion to dismiss filed by
defendant MJL Enterprises, LLC ("MJL") pursuant to
Federal Rule of Civil Procedure 12(b)(6). ECF No. 60. MJL
alleges that the Amended Complaint, originally filed in the
Eastern District of Pennsylvania by Laurel Gardens, LLC,
American Winter Services, LLC, Laurel Garden Holdings, LLC,
LGSM, GP, and Charles P. Gaudioso (collectively,
"Plaintiffs"): (1) is barred by a settlement
agreement from a prior case litigated in this Court; and (2)
alternatively fails to state a claim upon which relief can be
Factual and Procedural Background
March 9, 2015, in a previous civil action filed in this
Court, MJL filed a complaint against Laurel Gardens, LLC
("Laurel Gardens"), raising claims related to a
contract awarded to MJL under the New Jersey Department of
Transportation's "Good Neighbor Planting
Program." Case No. 2:15cvl00/ ECF No. 34-1,
at 1. Less than a week later, Laurel Gardens filed suit
against MJL in New Jersey similarly raising claims associated
with the Good Neighbor contract. Id. On May 6, 2016,
Laurel Gardens and MJL entered into a global settlement
agreement ("Settlement Agreement") with respect to
both the "Virginia litigation" and the "New
Jersey litigation." Id. The Agreement, which
was filed on the docket of this Court, states in pertinent
The Parties agree to mutually release each other for all
claims and disputes, asserted or un-asserted and arising out
of, any acts, failures to act, omissions, misrepresentations,
facts, events, transactions, or occurrences described in
either the Virginia litigation or the New Jersey litigation,
or otherwise related to the Good Neighbor contract.
Id. at 2-3. The Settlement Agreement further
provides that Virginia law governed the parties' rights
and duties and that the parties "consent to the
jurisdiction of [this Court] with respect to any further
litigation or dispute between the Parties, whether related or
unrelated to this Agreement, the New Jersey litigation, the
Virginia litigation, or the Good Neighbor contract."
Id. at 4-5.
April 21, 2017, the instant civil action was filed in the
Eastern District of Pennsylvania by Laurel Gardens, and
several associated plaintiffs, against MJL and more than
thirty other named defendants. ECF No. 43. Multiple motions
to dismiss were filed by various defendants in that case,
with MJL seeking dismissal under Rule 12(b)(6) and
alternatively-requesting that the case against it be severed
and transferred to this Court in light of the fact that the
Plaintiffs' factual allegations were associated with the
Good Neighbor contract and were therefore covered by the
terms of the prior Settlement Agreement. ECF No. 60. Although
the district judge in Pennsylvania denied the various
defendants' Rule 12(b)(6) motions to dismiss, he granted
MJL's alternative request, and "sever[ed]
Plaintiffs' claims against MJL," transferring them
to this Court with the express clarification that such ruling
"does not address the merits of MJL's motion to
dismiss for failure to state a claim." ECF No. 146, at 6
n.2. Subsequent to such transfer, no party has filed a
motion, brief, or any other document in this Court relating
to the merits of MJL's pending motion to dismiss. Such
motion is therefore ripe for review.
Standard of Review
Rule of Civil Procedure 12(b)(6) permits dismissal of a
complaint, or a claim within a complaint, based on the
plaintiff's "failure to state a claim upon which
relief can be granted." Fed.R.Civ.P. 12(b)(6). A Rule
12(b)(6) motion to dismiss must be analyzed in conjunction
with Federal Rule of Civil Procedure 8(a), thus requiring
that a complaint allege sufficient facts to render a claim
"plausible on its face" and "raise a right to
relief above the speculative level on the assumption that all
the allegations in the complaint are true (even if doubtful
in fact) ." Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555, 570 (2007) (internal citations omitted).
assessing the plausibility of a claim, a district court may
"consider documents attached to the complaint,
see Fed.R.Civ.P. 10(c), as well as those attached to
the motion to dismiss, so long as they are integral to the
complaint and authentic." Philips v. Pitt Cty.
Mem'l Hosp., 572 F.3d 176, 180 (4th Cir. 2009).
Additionally, the court may take judicial notice of matters
of public record relevant to an affirmative defense if such
defense clearly appears on the face of the complaint.
Id. Judicial notice is permissible when a fact can
be "accurately and readily determined from sources whose
accuracy cannot reasonably be questioned." Fed.R.Evid.
MJL's affirmative defense seeks to rely on the release
that was entered as part of a negotiated settlement of the
prior case in this Court, and such prior case is referenced
in Plaintiffs' amended complaint. See ECF No. 43
¶ 219 (identifying the prior Virginia lawsuit between
MJL and "the Company," to include a reference to
the date such previous lawsuit was filed). MJL's reliance
on the release executed in that case is procedurally similar
to raising a defense of "res judicata," a defense
that the Fourth has addressed as follows:
[The plaintiff] also argues that Rule 12(b)(6) dismissal of
his lawsuit on the basis of res judicata was procedurally
inappropriate because the defense of res judicata was not
clearly established by the affirmative allegations of the
complaint. We disagree. This Court has previously upheld the
assertion of res judicata in a motion to dismiss. See
Thomas v. Consolidation Coal Co., 380 F.2d 69, 75 (4th
Cir. 1967). Although an affirmative defense such as res
judicata may be raised under Rule 12(b)(6) "only if it
clearly appears on the face of the complaint,"
Richmond, Fredericksburg & Potomac R. Co. v.
Forst, 4 F.3d 244, 250 (4th Cir. 1993), when
entertaining a motion to dismiss on the ground of res
judicata, a court may take judicial notice of facts from a
prior judicial proceeding when the res judicata defense
raises no disputed issue of fact, see Day v. Moscow,
955 F.2d 807, 811 (2d Cir. 1992) j Scott v.
Kuhlmann, 746 F.2d 1377, 1378 (9th Cir. 1984);
Briggs v. Newberry County Sch. Dist., 838 F.Supp.
232, 234 (D.S.C. 1992), aff 'd, 989 F.2d 491
(4th Cir. 1993) (unpublished). Because [the plaintiff] does
not dispute the factual accuracy of the record of his
previous suit against [the defendant] in [his] official
capacity, the district court did not err in taking judicial
notice of this prior case.
Andrews v. Daw, 201 F.3d 521, 524 n.l (4th Cir.